The Battle Brawlers vs The Fear Masters
by chilled monkey
Summary: When Bakugan Interspace is invaded by a group of evil spirits, Dan, Shun, Marucho, Fabia and Jake face a fight for survival in which their very souls are at stake!
1. Chapter 1

**Disclaimer**: I do not own Bakugan Battle Brawlers (and related series) or the Fear Masters. They belong to TMS Entertainment & Japan Vistec and Fear Masters Entertainment respectively. This story is a work of fanfiction. No profit is being made from it.

**Author's Note**: This story was inspired by "Thir13en Ghosts" by Charles Xavier. It's an awesome fanfic that I highly recommend. I sent a PM but haven't gotten a reply yet. Charles Xavier, if you are reading this, then I hope you don't mind my borrowing the basic idea from yours. I promise that while there are some similarities, this story will be very different from yours.

* * *

It had been several months since the Battle Brawlers had ended the war between Neathia and Gundalia. Neathia's capital city had finally been rebuilt and so Princess Fabia had come to Earth for a surprise visit, bringing with her Coredem, Akwimos and Hawktor. All of the Brawlers had been delighted when they had turned up unexpectedly.

Ren had wanted to come as well but he was very busy dealing with the paperwork that had come with his new position as Commander of the Gundalian Army. He had however sent a message to his friends to let them know that he was fine and urged them not to let his absence keep them from having fun.

That night, Dan, Shun, Marucho, Jake and Fabia had gathered together at Marucho's mansion. After several hours of partying the group had settled down to tell each other ghost stories.

Jake held a flashlight under his chin as he spoke. "So Jack accepted the dare from the other kids and agreed to camp out for the night in the abandoned old house. That night he crept into the main hall and set up a video camera to record himself for evidence. As the hours slowly ticked by he tried to sleep but outside a heavy storm was raging. The rain was hammering against the boarded up windows and the wind was howling like a wild beast. As Jack lay restlessly he heard a new sound over the howling wind. It sounded like something was slithering over the floor towards him. Jack sat up and shone his flashlight all around. He could see nothing there but the sound was growing ever louder. He knew that he was not alone. Something was there in the house with him."

He paused and looked around at his friends. Marucho and Fabia were listening intently with looks of fascination. Shun wore his usual calm neutral expression. Dan was…

"Hey Dan the Man are you okay?" Jake asked as he noticed how his friend was fidgeting and his eyes were darting around the darkened room.

"S, sure. I'm fine" Dan said uneasily.

"Are you sure Dan?" Drago asked. "You look kind of anxious."

"I'm fine" Dan repeated. "I'm just, uh, eager to hear the rest of Jake's story."

"Okay" Jake said and then resumed his tale.

"The next day his friends came to look for him and found only the camera. Curious they switched it on to see what it contained. As they watched they saw the camera being set up and the sleeping bag rustling but there was no sign of Jack himself. As they watched, something dark and shapeless slithered across the screen and then the recording ended."

"No one ever saw Jack again. Not only that, but his image disappeared from every photograph he had ever appeared on. It was as though his very soul had been taken, so that there was no trace he had ever existed at all." Jake lowered his head and turned off his flashlight, indicating he had finished his story.

"Wow, that was a great story Jake" said Fabia.

"Definitely" Marucho agreed. Shun nodded.

"Thanks guys" said Jake.

"What did you think Dan?" Marucho asked.

When there was no reply they turned to see Dan was sitting completely still and was gripping the arms of his chair so tight that his knuckles were white.

Shun reached out and tapped him on the shoulder. "Dan…"

His friend jumped at his touch. "Oh uh sorry Shun" Dan said sheepishly.

Marucho peered at him curiously. "Are you scared of ghost stories?"

"No way" he said immediately.

"Dan its okay" Fabia said reassuringly. "We all know how brave you are. Everyone has things that they're afraid of."

"Thanks Fabia" Dan replied. "Well okay, maybe I'm a little scared by that kind of stuff. I know it's dumb but…"

"It's not dumb" Shun said firmly. "Fabia's right, everyone has fears. Even if they know it's irrational. There's no need to be embarrassed."

Dan smiled. "Yeah I know. Thanks."

None of the Battle Brawlers could have known that far away, in the city of New York, events would soon unfold that would show them that some ghost stories had their roots in truth…

* * *

Stone tapped his foot and fidgeted impatiently, eager to get the job done and be away. He was keenly aware that he would be easily identified if anyone saw them carrying out this caper. Stone was a huge man, nearly seven foot tall and massively muscled. He wore a black tank top, torn black jeans and combat boots. A studded belt encircled his waist and studded bands adorned his wrists. The fading light gleamed off his hairless head and his eyes were the colour of granite. That was how he had gotten his nickname.

The street was completely deserted, but that did little to ease his worries. A chilly wind blew stray pieces of rubbish across the road. The sun hung low in the sky, turning it a beautiful pinkish-red colour. The sight was alas, completely lost on Stone. His foot tapping increased until at last a car pulled up and three people got out. "What kept you?" he asked in annoyance.

"What's wrong Stone? Did you get scared?" drawled Todd. He was of average height and build, and dressed in a grey hooded sweatshirt. Like Stone, he wore combat boots and black jeans. His hair was cut into a Mohawk and dyed scarlet.

Stone glared at him and he raised his hands in a pacifying gesture. "Hey, hey, easy man. It took a while to get the stuff we need, but we're here now."

"Let's just get on with it," said Brad. He was the youngest of the gang, handsome and well muscled with black hair and blue eyes. He wore a black t-shirt and blue jeans. "This place creeps me out."

"I here you there" agreed David. Brad's older brother (by twenty minutes) he had the same black hair, blue eyes and muscular body as his twin. He wore grey joggers and a white t-shirt.

The four men gathered their equipment and marched into the building where Stone had been waiting. It was a grand, stately house located on one of the quieter suburbs of the city. Getting inside was no problem. Brad had a key to the front door.

The house had belonged to one Mr. Weller, an eccentric elderly gentleman who had employed Brad as a cook. During his employment, Brad had noticed that his boss occasionally went into one room from which he would emerge after only a few moments. No one else was ever allowed into the room and Weller had refused to tell anyone what was inside. So naturally, Brad had assumed that it held something valuable. Thusly he and the other members of his gang had waited until Weller had left for a weekend, sending his entire staff home and had then gathered as much safe-cracking equipment as they could and headed to the house in the hopes of taking whatever it was for themselves.

They made their way through the house's corridors, trying to cause as little disturbance as they could. Before long they came to a door. David whistled as he saw it. "Dang bro, you weren't kidding. Whatever's behind that door has got to be worth something big."

The door was solid steel and locked with a series of dead bolts. Stone put on a welder's mask and fired up an oxyacetylene torch. The others stood well back as he began cutting through the door. It took nearly an hour before he was done and all of them were getting increasingly on-edge.

Behind the door was a staircase leading down to a pitch-black room. They descended slowly. "Where's the light switch?" complained Todd.

"How should I know? I've never been down here before" Brad snapped. He felt along the wall. "Hang on, I've found it." He flicked the switch and the room filled with light. All four men's eyes widened at what they saw.

The walls were bare brick and the floor was concrete. The room was completely empty save for a solid metal table upon which there lay a stone sarcophagus covered in elaborate symbols and with heavy chains wrapped around it.

"A coffin" said Stone in disgust. "You gotta be ******* kidding me."

David was more optimistic. "Come on. The coffin's just to **** with us. I'll bet there's a fortune in there. Here, give me that torch."

Stone shrugged. "I guess the old guy wouldn't have gone to all this trouble for nothing" he admitted. He handed it over and David walked up to the sarcophagus, fired up the torch and began cutting through the chains.

The thieves waited impatiently, each of them fantasising about the wealth they imagined they were about to get their hands on. Finally the chains were fully cut away.

"Give me a hand" said David. All four of them lined up and pushed the lid with all their might. It took several moments of all of them straining and grunting with effort, but after a while they succeeded in pushing off the lid. It fell to the ground and shattered into pieces with a tremendous _crash!_

No sooner had the lid fallen than a horrible high-pitched scream filled the air as a blood-red glow shone forth from inside the sarcophagus. The thieves stood frozen in terror as the glow intensified…

* * *

Mr. Weller sighed as he pushed open the front gate. He started to move forwards but then stopped and instead stared up at the house in front of him. Certainly it was a fine sight to look at and many passers-by no doubt admired it. They had no way, after all, to know of the terrible secret locked away inside the old building.

_And they never will if I can help it_ Weller thought. Like his home he appeared completely innocuous, a thin, elderly man with short grey hair wearing a well-tailored suit and glasses. No one would have suspected that there was far more to him than there appeared.

He sighed again and walked up to the front door. Most people would be glad to return home from any kind of trip, but not him. Despite the years he had lived in this house he couldn't feel comfortable here, knowing as he did what was lurking inside, ever-waiting for the chance to once again be unleashed upon the world.

As he mused upon this Weller took out his keys and went to unlock the door. To his surprise it was already unlocked. A sudden terrible foreboding seized him as he hurried through the house as quickly as he could.

"Oh no" he whispered when he came upon the steel door only to find it had been breached. He forced himself to step through, hoping against hope that the thieves had ignored the contents of the room in favour of something more obviously valuable.

His hopes were immediately dashed as he saw the open sarcophagus and the severed chains. Furthermore in front of the opened sarcophagus were four piles of ash and charred fragments of bone.

Upon seeing that the blood drained from his face and he placed a hand on the wall to steady himself as he felt his knees turn to rubber.

"They're free" he said in a low aghast whisper. "The Fear Masters are free!"


	2. Chapter 2

"Ability Activate! Dragon Strength!" Dan yelled.

Drago opened his jaws and blasted his opponent, a Subterra Luxtor, with a powerful fireball. Defeated, the other Bakugan shrank back into its sphere form and dropped to the ground.

"The winners are Dan and Titanium Dragonoid! Let's hear it for the Battle Brawlers" the announcer shouted. The crowd cheered loudly as the virtual arena vanished while Drago shrank down and landed on his partner's shoulder.

"Nice shot pal" said Dan with a victorious grin.

Shun, Jake and Fabia came over to them. Jake grinned broadly. "All right Dan the Man! That was awesome!" he exclaimed, slapping his friend heartily on the back and almost knocking him off his feet.

Fabia smiled brightly. "Yes, you showed some tremendous battling skills out there Dan" she said.

"Thanks guys" he replied. "Hey wait a sec, where's Marucho?"

"He wanted to come but he said there was a problem with Bakugan Interspace that he needed to look into" Shun explained.

"Really? I haven't seen anything weird" Dan replied.

"Me neither" Drago agreed.

"Hey guys!" Marucho called breathlessly as he came running up. He came to a halt in front of them and then arched forwards, hands on his knees as he tried to catch his breath.

"Whoa, ease up there little buddy" said Akwimos as he floated up and landed on his partner's shoulder. "Remember, Cool is the Rule, Dude."

"Are you okay Marucho?" Fabia asked gently.

"I'm okay Fabia" he replied. After a moment he finally stopped panting and stood up straight.

"Guys, something is wrong with Bakugan Interspace" he said. "I've been picking up weird glitches coming from Arena G. Just a minute ago they started spreading out from there all over the entire system."

Dan was about to repeat his statement about not noticing anything weird when all of the Brawlers heard a low, rumbling noise.

"Guys… what was that?" he asked.

"Thunder" Shun replied grimly. "Look up there" he added as he pointed to the sky.

Dan gasped as he saw thick black clouds spreading across the virtual sky of Bakugan Interspace. Blue-white flashes of lightning flared from within the clouds darkness, followed immediately by thunderclaps. All of the Battlers and spectators present began murmuring to each other about the strange phenomena.

"Uh, Marucho, please tell me that you programmed it to do that" said Jake nervously.

"No I didn't" he answered. "Something's corrupting the data that makes up Bakugan Interspace's virtual world. I have no idea what's causing it or how to fix it."

Dan thought about it for a moment. "Hey Marucho, didn't you say this all started at Arena G?"

"Yes, that's where the anomalies originated from" he replied.

"You thinking what I'm thinking Dan?" said Drago.

"You bet!" Dan said eagerly. "Let's head down to Arena G and see what we can find."

"Yeah! I'm with you Dan the Man!" Jake exclaimed. "You can count on me!"

"Me too" Coredem agreed.

"Hold on guys" said Shun. "We have no idea what we're getting into here."

"It'll be fine" said Dan. "We're just checking it out. Besides Marucho said he couldn't tell anything about what's happening from outside. Maybe we'll find out something by looking inside."

"I agree Shun" said Hawktor. "If anything really bad happens we can always just transport out."

"He's right Shun" Fabia agreed. "We have to find out what's causing this. It could be dangerous."

Shun didn't look entirely convinced but he nodded anyway.

"Well then what are we waiting for?" said Dan. "Let's go guys!"

* * *

It did not take long for the Brawlers to arrive at Arena G. When they did so they could only stop and stare in disbelief at the sight they came upon.

Arena G had disappeared. In its place there stood a large, derelict house that looked more suited to a horror movie than to Bakugan Interspace. The crumbling structure was dark and ominous, made even more so by the dimness caused by the thick clouds. It seemed to loom over them like a hungry predator waiting for the right moment to pounce.

"That's weird. It looks like the house from Jake's story" Fabia commented. She peered curiously at the sinister-looking building.

Despite his best efforts Dan couldn't keep a nervous look off his face. His voice was a little too casual as he said, "we should go inside and take a look around." Noticing his friend's concerned looks he immediately added, "its cool guys. I'm totally not scared."

His friends glanced at each other, not buying it. Before they could reply, a jagged bolt of lightning split the sky and thunder boomed. A second later and large drops of rain began to fall.

"Okay that settles it. We're going in" said Dan. He ran up the front steps, pushed open the front door and entered. The other brawlers looked at each other once more and then followed him inside.

"Wow" said Jake as he looked around in awe.

The walls were panelled in oak and the carpet was crimson. In the corner a large staircase rose up to the upper reaches. The railings were covered in dust and cobwebs but despite that the hall still managed to retain some sense of grandeur and splendour.

"See guys, this isn't so bad" said Dan confidently.

"Don't be taken in by appearances Dan" Shun warned. "Remember this place is supposed to be a Battle Arena."

"Yeah I know" he replied.

"It doesn't make any sense" said Fabia. "Why would someone want to change a Battle Arena into a spooky old house?"

"And how could they do it?" Marucho added. "Only someone who knows the system as well as me or Ren could do something like this and they'd need access to the main system to do it."

"Well we won't find out by just standing here" said Dan. "Let's start looking around…"

"Whoa hold on there buddy" said Jake. "I've seen horror movies. No way are we splitting up."

"Yes, we should all stay together" Shun said.

As Dan was about to reply there was a sudden loud _click._

"Hey what was that?" Drago asked.

Marucho turned and tugged ineffectually at the door handle. "The door's locked!" he cried.

Just then the doorframe glowed with a deep red light. Marucho sprang back in alarm as the door vanished, melting away into the wall.

A second later and the entire hall began to change. The Brawlers stood in a circle, back to back, and watched in alarm as the wooden walls rotted away. The carpet did likewise, revealing bare stone underneath. The staircase collapsed, dissolving into dust. Within seconds the hall was gone.

They now stood in an immense cavern. The walls were cold, grey stone, with numerous iron sconces in which lit torches were set. The flames cast eerie flickering shadows all around them. Stalactites hung overhead menacingly like the fangs of a giant monster.

"Uh, guys, what just happened?" Jake asked.

A horrible, bone-chilling laugh filled the cavern, echoing off of the walls and startling all of them. They looked around, trying to determine where the awful sound was coming from.

The laughter ceased and a figure stepped from out of the shadows into view. It was dressed in a black hooded robe that concealed its form completely.

"Greetings Battle Brawlers" it said in a dry, rasping voice.

Shun stepped forwards. "Who are you?" he said firmly.

"I have had many names over the years" the hooded figure replied. "There is not a culture in history that does not have a name for me. You however may address me as Lord Fear."

"Lord Fear" Dan scoffed. "Come on that's…"

Lord Fear pulled back his hood and Dan's next words caught in his throat at what he saw.

The skin that covered his hairless skull was a papery brown colour and his red eyes were sunken deep into their sockets. Thin lips pulled back in a sneer to reveal sharp fangs. Inhumanly large, pointed ears and a flat, almost non-existent nose completed the frightening visage.

The Brawlers were surprised but recovered quickly and stood firm before him. He nodded once and then went on.

"You wish to know my intentions? Very well, I shall tell you. I first came into existence long ago when Dragonoid and Dharaknoid split the dimensions in two. For eons I drifted through the cosmos as a mindless, bodiless mass of pure energy until finally I arrived here on the planet Earth. There I discovered that I could draw power from the fear of humans, growing in both strength and intelligence. Eventually I was able to take on the physical form you see before you. Not long after that I discovered some like-minded individuals that I allowed to share my power."

He smiled cruelly. "And then, we cut a bloody swathe through the ages, destroying everything in our path, taking whatever we wanted and spreading terror wherever we went. We were known as the Fear Masters."

"Why would you do that?" Fabia exclaimed. "Why would you hurt innocent people like that?"

"Why?" Lord Fear repeated. "The answer is quite simple. Because we could, and none could stop us."

"Okay that's it!" Jake yelled. "We're gonna take you down."

"I am not finished" he continued calmly.

Marucho stepped in front of his friend. "Wait Jake; let's hear the rest of this."

Lord Fear continued. "Eventually a coven of witches succeeded in trapping our essence inside a stone sarcophagus. For centuries we were imprisoned there until recently when the sarcophagus was opened. Alas the spell that had trapped us and our long years of confinement had taken their toll. We could no longer take on corporeal form or influence the physical world as we once could. Nor could we feed upon human fear to regain our strength."

He paused briefly as he recalled how he and his comrades had, in a fit of rage, unleashed the last of their power upon the robbers that had unintentionally freed them, incinerating said robbers instantly. That had been unfortunate. Had they been able to restrain themselves then perhaps they would have had more options open to them. Still there was no point in dwelling on that now.

Returning his focus to the present he said, "Fortunately we found another way. We were able to infiltrate your modern day electronic systems and use them to learn about the present day. That led us here to Bakugan Interspace. Only here, in this virtual world, can we take on physical form. There is but one way we can restore ourselves to our full power."

"Oh yeah? And what's that?" said Dan.

"A contest my dear boy. My comrades and I will take on you and yours. If you win then we shall be returned to our prison and the mortal world shall be spared our wrath. But should we win then we shall devour the souls of you all and those of your Bakugan. In doing so we shall be released upon the world once more."

"Oh and by the way, this isn't like your usual Bakugan Battles. This is sudden death. One loss and you are done."

"I say we go for it" said Dan. "We can beat these creeps."

"Yeah man, I'm with you all the way" Jake agreed, punching his right fist into his left hand eagerly.

"Hold it" said Shun. "How can we be sure he'll keep his end of the deal even if we do win?"

Lord Fear's cruel smile reappeared. "You have no choice" he said, his tone deceptively soft. With that he snapped his fingers.

Instantly a portal of swirling darkness opened under Fabia's feet. She cried out in surprise as she dropped out of sight. The portal shrank away and vanished, leaving no sign it had ever been there at all. Dan, Shun, Marucho and Jake stared at the spot where she had been in dismay.

"Fabia!" Marucho cried.

"She's gone" said Jake in horrified disbelief.

Dan whirled around and glared at Lord Fear. "Bring her back!"

"Now" Shun added with a fierce look in his eyes.

"Don't worry boys. You'll see her soon enough, one way or another."


	3. Chapter 3

BB vs. FM 3

Author's note: First of all I would like to say thank you very much to everyone who has reviewed/favourited this story. It means a lot to me and I'm very glad that you're enjoying it.

Thank you also to Charles Xavier, whose story "Thir13en Ghosts" was the inspiration for this and who has very kindly given permission to me to borrow their plot (a group of heroes forced into a tournament with horror-themed characters)

**SupernalGodzilla** and **jonathan Padilla**: I'm sorry to say that there won't be any Dan X Fabia, just friendship. Don't get me wrong, I have nothing against the pairing (or pairings in general), it's just that I honestly don't think that Fabia would be ready for a serious relationship at this point. Remember she lost her fiancée not long ago and that happened in wartime, so she probably had little time or space to grieve. I don't expect her to never find love again or anything like that. Indeed by the end of the series I thought she seemed to be healing well. As I said, I just don't think she's at the point yet where she's ready to move on fully, although she will be eventually.

I hope this is not too disappointing and that you will enjoy the rest of the story despite this.

Now without further ado:

* * *

Instantly a portal of swirling darkness opened under Fabia's feet. She cried out in surprise as she dropped out of sight. The portal shrank away and vanished, leaving no sign it had ever been there at all. Dan, Shun, Marucho and Jake stared at the spot where she had been in dismay.

"Fabia!" Marucho cried.

"She's gone" said Jake in horrified disbelief.

Dan whirled around and glared at Lord Fear. "Bring her back!"

"Now" Shun added with a fierce look in his eyes.

"Don't worry boys. You'll see her soon enough, one way or another."

He snapped his fingers again and four more dark portals opened, one under each Brawler's feet. They appeared so quickly that even Shun couldn't jump clear in time. All four of them only had time to call out as they fell through and the portals closed behind them.

"Let the games begin."

* * *

"Whoa!" Jake yelled as he fell through the dark portal. His fall was abruptly halted as Coredem caught hold of his sleeve.

"Jake, what did I tell you about laying off the cheeseburgers?" the Subterra Bakugan complained

"Sorry dude, and thanks" he replied as Coredem let him go. It turned out that it was only a short drop to the ground but he appreciated how quickly his partner had reacted to catch him. He looked around to see that they were now in a stone chamber that seemed identical to the one they had just left.

"No problem."

"Jake Vallory" a cold voice said in a low hiss.

Jake and Coredem spun around to see another robed figure. His robe however was black with red trim and red flame-like patterns were emblazoned on it. He reached up and removed his hood to reveal his gruesome features.

The robed figure's skin was a pale, sickly yellow. His eyes were brownish-grey and like those of Lord Fear were sunken within their sockets. Most horribly of all his lips were missing, leaving his face set in a permanent ghastly grin. A thin strand of flesh connected his upper and lower jaw.

"My name is Sebastian St John. Once I was a monk until my, ah, urges, overcame me, urges that Lord Fear gave me the means to sate." Despite his missing lips his words came out clearly. "I will be your opponent."

At first Jake was frozen by the sight but then he shook himself out of it. _Dan the Man and the others are depending on us. I can't let this creep scare me! I gotta take him down!_

"You want a battle, you got it!" he exclaimed. "You ready Coredem?"

"You bet I'm ready!"

"Bakugan Brawl!" Jake yelled, throwing Coredem into battle. "Bakugan Stand! Let's take him down Coredem!"

"You got it" Coredem replied as he rose to his full height, towering over their opponent. Sebastian merely looked up, his disfigured face giving away nothing.

"What are you waiting for? Bust out your Bakugan" said Jake.

"My comrades and I have no need of Bakugan" he replied. "Observe."

Before their eyes he began to grow. Within seconds he was the same size as Coredem.

"We have some power to shape these virtual bodies to our will. Now let us fight!"

"Okay, get ready to feel the pain!" Jake yelled. "Ability Activate, Crush Arrow!"

Coredem fired a powerful beam of orange energy from his chest that Sebastian barely managed to sidestep. Hissing angrily, he charged forwards before Jake could activate another ability.

Sebastian threw a rapid volley of punches. Coredem blocked as best he could and responded with his own series of attacks. The Fear Master was quicker but it did not take long for Coredem to get his measure and spot a pattern to his blows. Spotting an opening he blocked a punch and then landed a solid right cross to Sebastian's jaw. He staggered back and Coredem pressed his assault with an uppercut that took his foe off of the ground and launched him backwards to crash down heavily.

"Ability Activate, Scale Arrow!"

Another orange beam shot out from Coredem's chest. This time it scored a direct hit, blasting the robe-clad figure back even further.

"Go get him Coredem!" Jake shouted encouragingly to his partner. "We got him on the ropes now! Ability Activate, Phantom Blow!"

As Sebastian got up Coredem fired two blasts of energy from his fists, first from his right and then from his left.

Before they could connect however his foe had reached into his robe and drawn out a flail. The weapon consisted of a wooden handle with a spiked metal ball attached to it by a chain. Recovering from Coredem's attacks with impressive speed he swung the spiked ball in time to deflect both blasts. With a growl of fury he charged forwards, spinning the flail overhead.

"No sweat dude" Jake called. "Ability Activate, Armoured Exia!"

The lines on Coredem's body glowed with a bright orange light. Sebastian swung his flail at him but the spiked ball bounced off with no effect. He swung again and it bounced off once more. Coredem responded with a punch to the jaw that sent him reeling away.

"Yeah that's it partner!" Jake yelled. "Get him again!"

But as Coredem closed to attack again Sebastian abruptly stood up straight, opened his jaws wide and blasted Coredem with a cloud of noxious, yellow-green mist.

"Arggh" the Subterra Bakugan growled out as he stumbled back. _He rolled with that punch to sucker me in and I fell for it_ he thought.

"Coredem! You okay buddy?" Jake asked as he looked up at his partner in concern.

"I'm fine, I… "

His words trailed off as the glow of his ability faded. A second later and rust began to creep over the surface of his armour, slowly at first but then speeding up as it spread over him like a wave.

Jake stared in horror. Before he could respond Sebastian raised his flail again and spun it, gaining momentum before striking a devastating blow to Coredem's head.

"Coredem!"

"Jake… I'm sorry" he managed to say before reverting back to ball form and dropping to the ground. Dismayed, Jake picked him up and stared at him. He looked okay but still…

A second later and a bubble of red light enveloped him. His jaw dropped as the bubble turned opaque, sealing them inside and cutting them off completely. The last thing he saw before it did so was his opponent's horrible grin. His vision turned completely to red and then it faded to blackness…

Sebastian watched gleefully as the red bubble shrank away and then disappeared. There was no sign of either Jake or Coredem.

"First round to us" he said.

* * *

Marucho looked around curiously at the area where he now found himself. It was another underground chamber but this one was far larger than the first, with a stone ceiling high overhead. Not only that but a few metres away there was a large pool of water, its surface almost perfectly still since there was no breeze to stir it.

"Something on your mind little buddy?" asked Akwimos as he floated up in front of his partner.

"I was just wondering how Lord Fear is able to manipulate the structure of Bakugan Interspace like this. If I could figure that out then maybe we wouldn't need to Battle them. But we can't just leave now. Dan and the others could be in danger."

A harsh screeching voice called out "you should worry more about yourself little boy."

Something appeared from behind a stalactite and sped down before pulling up sharply and hovering in mid-air. The creature looked like a woman but was covered completely in ragged grey feathers. A hooked vulture's beak extended from an otherwise human face. Her piercing eyes were a deep yellow and her feet were hooked talons. Huge feathery wings swept up and down to keep her in the air

"Harpy is your opponent in this Battle" she said in the same screechy voice. "If you wish to save your friends then you had better defeat me." As she spoke she changed size from human to that of a full-sized Bakugan.

"Okay then let's go Akwimos" said Marucho. "Bakugan Brawl!" Bakugan Stand! Go Aquos Akwimos!"

"Cool is the rule" the blue Bakugan said his catchphrase casually.

"Ability Activate! Spiral Pressure!" Marucho called.

Akwimos shot two powerful jets of water at his enemy but with one stroke of her wings, Harpy flew up and dodged the attack.

"Too slow" she mocked. "Too bad for you my attack doesn't need to be aimed."

She opened her beak wide and let out an ear-splitting scream. Both Marucho and Akwimos winced in pain and slapped their hands over their ears to try and block the sound. Harpy stopped screaming and swooped down at Akwimos, her talons bared.

Marucho shook his head, clearing his wits and held up another card. "Ability Activate! Shadow Pincer!"

Two claws of red light materialised from Akwimos's hand. He raised them in time to block several slashes from Harpy's talons. As the winged creature attempted to withdraw he jumped up and caught hold of both of her ankles. She shrieked in fury.

"Care for a spin bird lady?" Akwimos said. He spun around, swinging her through the air and let go. She spun end over end and landed with a splash in the pool.

"Yeah! No one beats me in the water!" Akwimos cheered. He dashed towards the pool eagerly.

"Akwimos wait!" Marucho yelled. "It's a trick! Sound travels more effectively through water!"

He was too late. His partner leapt high and dived under the surface. As soon as he did so Harpy unleashed another scream. Amplified and focused by the water, the pressure waves slammed into Akwimos with devastating force.

"Akwimos!" Marucho cried as his friend lost consciousness. His body glowed blue and shrank. His ball form sailed up out of the pool and rolled to a halt at Marucho's feet.

"Don't worry he's fine" Harpy sneered as she climbed onto the bank, unconcerned by the fact that she was dripping wet. "Although that won't last long" she added.

Before Marucho could reply he and his partner were swallowed up in a red energy bubble just as Jake and Coredem had been. The last thing he heard before he passed out was the sound of Harpy's excited screeching.

* * *

Author's note: I apologise to fans of Jake and Marucho. I needed to have some of the good guys lose to create some suspense.

Also, Harpy is an OC (Original Character). The other Fear Masters belong to Fear Masters Entertainment.


	4. Chapter 4

Thanks again to everyone who favourited/reviewed/follows this story.

* * *

Fabia was startled when the ground beneath her feet suddenly disappeared and she fell through the resulting hole, but she reacted instantly and landed gracefully on her feet.

"Are you all right Princess?" Aranaut asked

"I'm fine Aranaut" she assured him. She looked up to see that the hole she had fallen through had vanished, leaving her and Aranaut in a chamber identical to the one in which Jake had fought his Battle. "We should find a way out of here, our friends might need our help" she said.

"Yes" Aranaut agreed. "That Lord Fear creature stated that this was a contest between the Brawlers and his minions. Dan and the others could be fighting for their lives even as we speak."

Fabia was about to reply but just then she sensed someone approaching behind her. She dodged out of the way as a gleaming metal object was swung down at her and in one swift move she caught hold of her attacker and hurled him through the air.

He hit the ground hard but recovered surprisingly quickly and got up again. Fabia stood back and eyed him warily, ready to counter another attack should he make one.

She recognised the figure before her as a twisted parody of an Earth clown. He wore black trousers, black boots, white gloves and a red waistcoat over a white shirt. In one hand he gripped a black cane tipped with a heavy metal skull, the weapon he had just attacked her with. The upper right side of his face and head were horribly burned and the make-up he wore did little to conceal it. His face paint looked as if it had originally been white, but was now a dirty yellowish shade. A large red smile was painted over his lips and blue tears were painted over his eyes. He was mostly bald, with tufts of bright red hair on either side of his head. His round red nose was shrivelled and rotted. He opened his mouth to reveal that his teeth had been filed into sharp fangs.

"Who are you?" said Fabia.

"I'm Jack Rellik and I'll be your opponent for this evening" he replied in a voice like gravel as he twirled his cane around. He stared at her with a sinister glint in his eyes.

"You are a coward and you will pay for attacking the princess" Aranaut said angrily.

"Princess" he repeated with a malevolent snigger. "Oh I'm glad. I've never eaten one of those before. I wonder how blue blood tastes compared to the common sort."

Without waiting for a reply he immediately grew to full Bakugan size. "Oh dear, now you'll barely be a snack."

Fabia glared up at him, unafraid. "You're disgusting" she said simply before turning to her partner. "Ready Aranaut?" she asked.

"I am ready Princess" he replied.

"Here we go. Gate Card Set" she called as she threw said card into position, followed by Aranaut. "Bakugan Brawl! Bakugan Stand! Go Haos Aranaut!"

"In the name of the Castle Knights I shall prevail!" Aranaut said confidently.

Jack charged him and swung his skull-cane, but Aranaut easily evaded his attacks.

"Hah, is that the best you can do?" the Haos Bakugan taunted his foe.

"Hardly" Jack said. He opened his mouth wide and a stream of roaring flames poured forth.

"Ability Activate! Light Wave!" Fabia called.

Aranaut held out his hand, generating a wall of yellow light that blocked the flames. Jack disengaged the attack and the fire flickered out.

"Not bad" he said. "But that's just the start." He raised his cane and twirled it around as the skull-head glowed with a red light. Abruptly he snapped the cane forwards and fired the red energy from it in a single bolt of power. Once again Aranaut dodged it.

However he failed to notice that as Jack had been whirling his cane around he had reached behind his back with his other hand, drawn what looked like a simple cream pie seemingly from thin air and tossed it on the ground. As soon as it landed it expanded until it was several metres in diameter. Aranaut landed right on top of the pie and his feet sank into the gooey white mass.

"What is this?" he exclaimed. He tried to jump out but his feet were stuck tight.

"How do you like my special cream pie?" Jack asked before charging in to attack again. Unable to move his feet Aranaut blocked the blows and responded with a volley of punches. To his surprise Jack's body contorted and bent out of the way of the punches as if it was made of rubber.

"Heehee, can't catch me" he laughed mockingly before landing a hit to Aranaut's face with his cane.

"Hold on Aranaut!" Fabia called. "Gate Card Open! Haos Saver!"

The Gate Card activated, bathing the ground in a brilliant white light. Instantly, the pie that Aranaut was stuck to vanished. At the same time Jack's stretchy rubber-like body snapped back to its regular shape.

"What the f…" His angry yell was cut off as Aranaut's fist smashed into his face. The Haos Bakugan then landed a kick to the chest that sent the monstrous clown flying backwards.

"My Gate Card just nullified your abilities" Fabia explained. "Now it's time to end this." She tapped a few keys on her Bakumeter.

"Ready Battle Crusher" an electronic voice said as Aranaut's Battle Gear materialised above the Bakumeter.

"Battle Gear Boost!" Fabia shouted. She threw the Battle Gear and it appeared on Aranaut's body.

"Battle Gear Ability Activate! Battle Crusher Doom!" Fabia called

The Battle Gear's cannon lowered onto Aranaut's shoulder and he locked on to his target. A powerful beam of yellow energy shot forth.

In a panic Jack tried to bend away from the attack as he had done against Aranaut's fists. Too late he remembered that Fabia's Gate Card had negated his powers.

The blast hit him directly. Jack uttered a final cry of rage and vanished in a burst of red light. Aranaut reverted to ball form and Fabia caught him easily.

"Well done Aranaut, you showed him" she congratulated her partner.

"Thank you Princess" he replied.

"I just hope that Dan and the others are okay" said Fabia.

* * *

Even as he was falling Shun was reaching behind his back and producing a cable attached to a hook. He whirled it by his side and then threw it up, hoping that it would catch on the edges of the hole he had just fallen through. Instead it hit solid rock and bounced off as the portal vanished. Even so his ninja reflexes allowed him to land with perfect balance.

"Are you okay Shun?" Hawktor asked.

"I'm okay" Shun replied. He frowned as he looked up at the stone ceiling. "But it looks like we'll have to agree to Lord Fear's deal."

"What do you think his plan was in sending us here?"

"He said that it would be a contest between the Brawlers and his group. My guess is that he's split us all up and now each of us will have to face one of his followers."

"That's correct my boy" said a booming voice that echoed around the chamber.

Shun whirled around but couldn't see anyone. Staying calm he concentrated on listening for any sound that would give away the strangers position.

Just then several of the torches that provided illumination began to burn more fiercely. Each of them shot out a stream of flame that intersected in the middle of the chamber, forming a cloud of fire that then coalesced into a humanoid figure.

Standing before Shun and Hawktor was a tall figure wearing a long black trench coat and matching gloves. Two curled, ram's horns grew from his bald head and his skin was a burnt red colour.

"Greetings lad. I am Erlic" said the horned man. "I am here to defeat you."

"You mean you're here to try" Shun replied. He shifted his balance slightly as he studied his foe warily, seeking to anticipate how he would attack.

Erlic smiled unpleasantly. "We shall see about that" he said as he grew to Bakugan size.

"Bakugan Brawl!" Bakugan Stand! Go Ventus Hawktor!" Shun called.

"I'm gonna take this creep down" said Hawktor.

Even as his partner appeared and spread his wings wide Shun was analysing the terrain and trying to devise strategies. _The cavern we're in is big enough for Hawktor to get into the air but not by much. We'll have to be very careful._

Erlic leapt high and came down with both fists raised to deliver a crushing hammer blow. Hawktor dodged out of the way and flew up into the air as Erlic landed and slammed both fists down with such force that the floor shattered, sending pieces of stone flipping up into the air.

Shun felt the shockwave underfoot but reacted in time to brace himself, allowing him to keep his balance.

As soon as he landed Erlic turned his head and spat a fireball from his mouth at Hawktor, followed by another and then another. The Ventus Bakugan dodged each one and they exploded against the rocky walls.

_Just as I thought, Hawktor doesn't have much manoeuvring room in this chamber_ Shun thought. _Erlic has the advantage down here._ _If this keeps up then he'll soon be able to land a hit on Hawktor. We have to counter-attack._

Just then, as Hawktor evaded yet another fireball, Erlic raised his hand and shot out a glowing tendril of pale golden light. Hampered as he was by the confined space Hawktor was unable to avoid it and it hit him directly in the chest. He groaned and slumped over as the tendril began to drain his power.

"Hold on Hawktor! Ability Activate! Ninja Defence – Wild Wind Dance!" Shun called.

Hawktor swept his wings forwards, generating a powerful gust of wind that blew Erlic over. At the same time blades of green light flew out from Hawktor's wings. They sliced right through the glowing tendril which flickered and vanished. Hawktor straightened up as his strength returned.

"Now Hawktor!" Shun said as he pushed several buttons on his Bakumeter and the familiar electronic voice said, "Ready Swayther."

"You got it!" his partner replied.

"Battle Gear Boost!" Shun called as he threw the Battle Gear. It activated, transforming Hawktor's usual green feathery wings into green and white metallic ones.

"Battle Gear Ability Activate! Swayther Geku" Shun said.

Dual barrels appeared on Hawktor's wings and unleashed a devastating barrage of green energy bolts that battered Erlic relentlessly. Gritting his teeth the Fear Master made a last desperate effort as he pointed a finger at Shun and fired another glowing tendril right at him.

Shun dodged aside and it sailed past him. Erlic gave a last roar and then succumbed to Hawktor's assault, dissolving into red light and disappearing.

"Good job Hawktor" said Shun.

"Thanks Shun"


	5. Chapter 5

Thank you to everyone that has reviewed and/or favourited or just read this story.

I'm sorry I've taken so long to update. Unfortunately I ran into a bad case of writer's block and just couldn't make any progress. I realise that this final part will be pretty disappointing especially as you've waited this long and I'm sorry for that too. I just thought that even a poor ending would be better than none. If I do another Bakugan fanfic hopefully it will turn out better.

**SupernalGodzilla: **Thank you very much for your reviews.

**alex randolph:** That is a great idea and I appreciate the suggestion, but I'm afraid that as I said there won't be any pairings here. I'm sorry. As I said, if I do another Bakugan story (no guarantees) maybe then.

* * *

"Good job Hawktor" said Shun.

"Thanks Shun"

* * *

Neither of them was aware that in the chamber where they had first entered, Lord Fear was observing them on a large orb similar to a crystal ball. He had watched each battle between the Brawlers and his minions and as he witnessed Jack Rellik and Erlic's defeats he felt a mix of emotions. He was angry at them for failing and thus not assuring their escape into the real world, but he was also pleased that now he personally would be able to crush the Battle Brawlers leader.

"Prepare yourself Kuso" he said as a portal opened in front of him and he stepped through it.

* * *

"Dan wake up!" Drago said urgently.

Dan groaned and opened his eyes. "Hey partner" he said as he carefully got up. "Where are we?"

"We're in another cavern" he replied. "Are you okay? You passed out for a few minutes."

"Sure I'm fine" Dan assured him. "Now let's find that creep and make him let our friends go!"

"That will not be necessary" said Lord Fear as he stepped through a dark portal that instantly vanished behind him. "I assure you your friends are quite safe, at least for now. They have been battling my comrades as I said they would. So far the score is two-two."

"Let me guess, you're going to battle Drago and me to break the tie" said Dan.

"Correct." Lord Fear bared his fangs in an evil smile. He grew to Bakugan size and as he did so his black robe transformed into a suit of silver armour with vicious spikes jutting from its shoulder pads. Leathery wings unfurled from his back.

"Now your defeat shall mark the death of the Battle Brawlers and the Fear Masters triumphant return to once again spread terror and destruction over the face of the Earth" he hissed.

"That is not going to happen" Dan shot back. "Ready Drago?"

"I'm ready Dan."

"Okay, Bakugan Brawl!" Bakugan Stand! Come on Pyrus Titanium Dragonoid!"

"I'm ready Dan! Let's take this guy down!" Drago exclaimed as he materialised.

Both winged warriors flew up and charged each other simultaneously. They flew back and forth across the chamber, repeatedly clashing and striking at each other with their fists.

Drago landed a powerful punch that launched Lord Fear backwards. He regained his wits before he could slam into the wall and flapped his wings to right himself before he touched down upon the ground. Drago landed a short distance away.

Snarling, Lord Fear raised both hands as dark energy crackled around them. He thrust his hands forwards and fired a stream of purple lightning at his opponent.

"Ability Activate! Titanium Screen!" Dan yelled.

A disk of whirling red light appeared in front of Drago and blocked the lightning bolts. Lord Fear disengaged the attack and followed it by flying directly at Drago with all his might. Drago planted his feet firmly and stood his ground.

The Fear Master leader collided with him head on, trying to bowl him over but Drago stood firm. They seized each other and began to grapple fiercely.

Abruptly Drago stopped resisting. Surprised by this Lord Fear lost his balance and fell backwards. Drago pinned his opponent and began raining punches down upon him.

"Yeah! Get him buddy!" Dan yelled

Despite the barrage of blows coming down on him Lord Fear was able to shove Drago away long enough to scramble to his feet. As Drago charged him again he vanished in a flash of purple light.

"Where'd he go?" Drago asked as he looked around.

Dan looked up and froze. He pointed to the roof of the chamber.

"Drago! Up there buddy!"

Drago looked in the direction his partner was pointing and saw Lord Fear hovering overhead. His hands were raised over his head and between them was a huge ball of crackling purple energy that was expanding even as they watched.

Dan reacted instantly. "Ability Activate! Dragon Force Striker!"

Drago opened his jaws wide and fired a powerful beam of red energy. The beam slammed directly into the giant energy ball. Lord Fear had no time to even scream as the energy ball overloaded and exploded in a tremendous flash of blinding light.

Dan and Drago barely reacted in time to shield their eyes from the glare. Drago immediately jumped in front of Dan to shield him from the shockwave that blasted outwards, sending up clouds of dust and cracking the surrounding rocks.

After several minutes the rumbling ceased and the dust began to subside. Drago opened his eyes and looked at his partner. "Dan, are you all right?"

"I'm okay buddy. How about you?"

"I'm fine too."

A low groan reached their ears and they turned to see Lord Fear lying on the ground. His skin was badly charred and his armour was cracked and burned all over.

He lifted his head and glared bitterly at them for a moment before hissing out two words.

"I lose."

He glowed purple and exploded, leaving no trace. A second later and four dark portals appeared two metres above the ground. Shun, Marucho, Fabia and Jake dropped through them and the portals vanished.

"Guys!" Dan exclaimed as he ran up to his friends.

"Dan! Drago!" Marucho.

"All right Dan the Man!" Jake yelled as he seized him in a huge hug.

"I'm glad to see you too Jake" Dan laughed. When Jake finally let him go he asked "is everyone okay?"

To his great relief all of them answered in the affirmative. As Dan was about to say more their surroundings suddenly begun to shift and warp like a painting dissolving in water. At the same time, five orbs of pulsing red light shot up out of the ground and flew up until they disappeared from sight.

"Whoa, what's going on?" Dan asked.

"It looks like Lord Fear was telling the truth" said Shun. "His group lost and now they're returning to whatever prison they escaped from. Since they've gone Bakugan Interspace is returning to normal."

Sure enough within a moment they were standing in Battle Arena G, now fully returned to normal. The sky of Bakugan Interspace was also clear, with no trace of the thunderclouds that had been the first sign of the Fear Masters tampering.

"So… did we win?" Jake asked.

"It looks like it" replied Fabia.

"Let's go guys" said Marcho. "I'll run a full analysis to make sure everything's back to normal."

* * *

Mr. Weller was in the secret chamber staring at the sarcophagus that had imprisoned the Fear Masters, asking himself yet again how he could have allowed this to happen when he heard a sudden sound like a roaring wind. He jumped back in alarm as five orbs of red light shot down through the ceiling and flew down into the sarcophagus. Mr. Weller could only watch in disbelief as the shattered lid re-formed and settled back into place.

"They've been sealed away again" he said in a near-whisper. He closed his eyes and said in the same tone, "thank you whoever you are."

* * *

Meanwhile the Battle Brawlers had left Bakugan Interspace and Marucho immediately ran a full systems analysis.

"Good news guys, everything's completely fine" he said when he was finished. "All of the glitches from before are gone."

Shun nodded "It seems that we don't have to worry about the Fear Masters anymore."

"Thank goodness for that" Fabia agreed.

"I hear ya Fabia" Jake agreed. "Those guys were creepy."

"Ah I wasn't worried at all" said Dan casually. He closed his eyes and leaned back in his seat. "I mean for a bunch of guys calling themselves Fear Masters they sure weren't that scary…"

Someone tapped him on the shoulder. He opened his eyes and screamed as he saw a skeletal fanged monster looming over him. Dan recoiled suddenly, sending his chair toppling over and dumping him on the floor.

Laughter filled his ears and he looked around to see Fabia and Marucho laughing along with their Bakugan while Shun watched with a tiny smile. He looked back at the "monster" who was also laughing as he removed his mask.

"Sorry Dan the Man" Jake chuckled as he put it away. "But it was just too good to pass up."

Dan looked at his friends for a second and then he joined in the laughter.


End file.
